Later, Peter and May compare notes on the experiences they have been unable to share over the years. May confesses that she too feels responsible for the death of Peter's Uncle Ben, killed so many years ago by a burglar. They resolve to discuss the matter at greater length in the future.

And yet Peter cannot reveal the entire truth to his Aunt for fear of putting her in harm's way: once again, he is assailed by his nemesis, the Green Goblin.

The Goblin almost drives Peter into the rash act of killing to satisfy his hatred – almost – but not quite. As Spider-Man, Peter refuses to succumb to hatred, declining instead to use his nonaggression as a tribute to the memory of his murdered first love, Gwen Stacy.

Sadly, Spider-Man has lost a battle in finally winning a war. As a result of the Goblin's latest assault, Peter's friend, Flash Thompson is left in a coma and with little hope of recovery from a devastating brain injury. Though it is the Goblin who is to blame for the injury, Peter cannot help but feel responsible.

ACT 1: The story opens up with Peter Parker, who, after taking a shower, ponders about whether he should dress casually and take the bus or put on his Spider-Man costume and go on a quick patrol before heading to work. He chooses the latter. Meanwhile elsewhere, Herman Schultz, commonly known The Shocker, is listening to the "Super-Villain Tracking Service" on the radio and is hoping to hear his name. But as the program ends, Herman's name hasn't come up and he is even more offended since they mentioned another super-villain who is less popular than he is (i.e. Stilt-Man). He grabs his costume and takes off. Meanwhile, in another part of town, Morris Bench, commonly known as Hydro-Man is taking a bath and almost gets flushed down the leaking drain. He gets out, dries himself off and takes off.

ACT 2: Meanwhile, Spider-Man encounters Stilt-Man, who is wreaking havoc in the City, apparently looking for Daredevil. Spidey easily defeats him and wraps him up in webbing for the police. Later at the Hammer Industries building, Herman and Morris punch in at the same time and after saying hello, they head in opposite directions to their respective laboratory where they assume their well-known persona of the Shocker and Hydro-Man. Shocker tries out new gauntlets designed by Hammer Industries while scientists in the other lab experiment on Morris to see how much water he can hold using his amazing ability. In the mean time, the police are giving Spider-Man a hard time for creating so much chaos of his own when he captured Stilt-Man. Feeling unappreciated, Spidey swings off.

ACT 3: Back at Hammer Industries, Morris and Herman are requested at a meeting with their boss, Mr. Morell, where they are told that their services are no longer required because of impending bad press and potential fraud investigation by the U.S. government into their (illegal) ventures. On their way out of the building, Morris and Herman feel depressed about having been fired but their spirits are uplifted when Mr. Morell suddenly lands face first in the floor, courtesy of The Constrictor, who, it appears, has also been fired.

ACT 4: The story moves to Aunt May's house in Forest Hills, Queens, where Peter is having dinner with her. Peter tells May that he went and saw Flash after work and that he feels even more responsible for him being in a coma every time he goes to see him. May comforts him and Peter shows off some of his super-powers to her. Meanwhile, at a local diner called Demy's, Morris and Herman are talking about what went wrong in their respective life. Herman (a.k.a. The Shocker) explains how he used to be a simple safecracker in his early years and made a lot of money from it. He goes on explaining that once he designed his vibro-units, and subsequently his armour suit, safecracking became even easier than before. However, the downfall of becoming a super-villain for him was that super-heroes like the Avengers started showing up instead of the cops and then Spider-Man started showing up too, sending his criminal career down the tubes. He goes on explaining that instead of continuing to try and steal money, he incessantly tried to get revenge on Spider-Man for defeating him all the time. He tells Morris that they are nobodies and that they need to make one last score and then retire. Morris suggests that they should kill Spider-Man and show the whole world whom they’re dealing with but Herman screams that all he cares about is making money. At that time, a troublesome waitress shows up and tells them to keep it down. Morris replies that she should hold her breath. A few minutes later, the two villains walk out of the restaurant, which has been flooded by Morris/Hydro-Man. Morris tells Herman to find his score and that he’ll take care of Spider-Man. To be continued.